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									                  SERVICE PROVIDER AGREEMENT

Please note: This Model Service Provider Agreement is offered by the CFESA to
assist manufacturers and service providers in conducting transactions. It is
offered as a sample only. All terms and conditions are subject to negotiation and
agreement between the parties.

Effective the __________ day of ______________________, 2______
(Manufacturer’s Name) (Hereinafter referred to as “Manufacturer”) appoints
As an Authorized Service Agency and Parts Distributor (Hereinafter referred to
as “Service Provider”) in the following non-exclusive territory:

State / Zip Code Prefix

(Hereinafter referred to as the “Service Territory”), for the following product
lines (Hereinafter referred to as the “Products”). Service Provider agrees to serve
in the described capacity, all in accordance with the terms and conditions
hereinafter set forth.


Article 1. Referral of Replacement Parts Orders

Manufacturer will refer to Service Provider all parts orders for the Products
received by Manufacturer from customers and subagents. We reserve the right
to sell parts directly to national or house accounts but will do so only if
demanded by a major account. However, Manufacturer’s policy will be to
strongly discourage this practice at all times. Manufacturer agrees to notify
Service Provider of any and all new equipment shipments into Service Provider’s

Article 2. Discount on Parts Orders

A. Replacement Parts
Except as limited by Paragraph C, Manufacturer shall extend to Service Provider
a ___% discount off Manufacturer’s List Price for all replacement parts.
Manufacturer reserves the right to vary discounts for parts with a (insert
number) day notification to the Service Provider.

Article 3 – Parts Payment Terms and Shipment of Parts to Service Provider
Article A – Payment Terms
Payment shall be (insert number) days from the date of invoice, provided
Service Provider’s credit status is acceptable to Manufacturer. If Service
Provider’s credit status becomes unsatisfactory, payment terms shall then be
cash on delivery (C.O.D.). Manufacturer also understands that if the
Manufacturer’s account becomes unsatisfactory, Service Provider may withhold

Article B – Extension of Credit
Manufacturer may, but shall not be bound, to extend credit to Service Provider.
Manufacturer reserves the right to change or withdraw, at any time, any and all
credit terms previously extended to Service Provider.

Article C – Shipping Costs
A – Point of Shipment
All shipments are F.O.B. point of shipment and Manufacturer will ship order
prepaid and add freight costs to invoice

B – Free Freight Shipments: Service Provider shall be entitled to one (1)
monthly shipment free of freight charges if the order placed is in excess of
$________ and clearly marked by Service Provider “Monthly Free Freight Order.
Service Provider shall also be entitled to (1) additional monthly shipment free of
freight charges to be used for Service Provider’s monthly stocking order. Initial
mandatory parts shipments will have freight paid by Manufacturer.
Manufacturer will pay freight charges on warranty parts required to be returned
to the Manufacturer.

Article D – Shipment Destination
A – Regular Shipments
Manufacturer will ship all orders to Service Provider’s place of business
including all approved branch locations.

B – Drop Shipments
Upon the written or email request of Service Provider, an order may be shipped
to a destination other than Service Provider’s place of business.

C – Shipments outside Service Provider’s Territory
Manufacturer will not ship to any location outside of the Service Provider’s
Service Territory unless mandated through prearranged agreement with regional
or national chain.

Article E – Invoicing and Partial Shipments (Back Orders)
Manufacturer shall ship all orders in a timely manner and shall invoice orders at
the time of shipment. In the event that a part is not available, Manufacturer shall
backorder said part and ship the order incomplete, invoicing Service Provider
only for the completed portion of the shipment. When Manufacturer ships
backordered portion of the shipment, Service Provider will then be invoiced for
said backordered shipment. Manufacturer agrees to pay shipping for backorder.

Article F – Return of New and Unused Excess Inventory
A – Return Good Authorization (RGA)
Should a Service Provider wish to return any materials they must request a
Return Good Authorization Number (RGA) from the Manufacturer. Upon
receipt of the RGA number, the Service Provider must package the materials
carefully and clearly indicate the RGA number on the outside of the package and
ship the package to the Manufacturer freight prepaid.

B – Annual Parts Returns
Once a year Manufacturer shall accept returns with no re-stocking charges of
slow moving parts, parts ordered in error, and/or overstocks provided that:
1.    The parts are in new saleable condition.
2.    Parts are still active inventory items or have not been obsolete for more
      that 24 months.
3.    If the part appears on a mandatory or recommended stocking list the
      return must be for reasons of overstock and the Service Provider must
      verify sufficient remaining inventory.
4.    If there is a non-movement of inventory due to the lack of equipment in
      said territory.

C – Obsolete Parts Notification
Service Provider shall be notified and will have 120 days from date of
notification to return obsolete part for credit at the net price effective at the time
of purchase.

Article 5 – Fees and Reimbursement
A. Equipment Performance Check:
1. Manufacturer will pay Service Provider a fee for the performance of an
equipment performance check that has been authorized only by Manufacturer’s
Technical Service Department. This does not include authorization from a
dealer, the customer nor the sales representative. Said fees shall be in accordance
with current schedule of fees for equipment performance check provided that the
Service Provider completes all required procedures and documentation required
by Manufacturer.

2. Manufacturer shall pay Service Provider for additional travel and mileage
costs for service provided that such work is located more than fifty (50) miles
from the servicing office of Service Provider, but only for the portion of travel in
excess of fifty (50) miles and one (1) hour travel time each way (100 miles and
two hours roundtrip). Additionally, Manufacturer shall reimburse Service
Provider for overnight lodging and meal expense for trips in excess of one
hundred and eighty (180) miles each way provided that Service Provider obtains
prior written consent from Manufacturer and that such request for consent shall
include an estimate for said expenses.

B. In-Warranty Repairs and Adjustments: Manufacturer will reimburse Service
Provider for the initial service call to repair a product covered by Manufacturer’s
warranty. Manufacturer will not be obligated to Service Provider for, or with
respect to second or more service calls which are required due to inadequate
knowledge on the part of Service Provider, Service Provider’s failure to keep
appointments, lack of tools or parts unless such parts were not recommended by
Manufacturer to be stocked or have been on backorder for a period of at least
seven (7) days.

The Manufacturer does not expect to pay to replace items, which may easily be
replaced by the customer such as knobs, fryer baskets, etc.

The use of other than genuine Manufacturer supplied parts in the repair of
“Products” voids the warranty. If Service Provider is responsible for same, it
shall be sufficient cause for cancellation of all agreements between said Service
Provider and the Manufacturer unless pre-approved on a case-by-case scenario.

C. In-Warranty Parts: Manufacturer agrees to reimburse Service Provider for
parts used in the repair of Products covered by Manufacturer’s new equipment
warranty or for parts covered by Manufacturer’s ninety (90) days replacement
parts warranty, plus a ____ percent (___%) handling fee for stocked parts.
Manufacturer agrees to warrant all replacement parts it sells against defects in
workmanship for a period of at least (insert number of days) days from the date
of installation. In addition the Manufacturer warrants to the Service Provider
that its replacement parts conform to specifications and descriptions from
printed and/or released publications from the Manufacturer.

D. Labor and Travel Fees: Manufacturer will reimburse Service Provider at the
following rate for labor and travel costs incurred while performing in-warranty

1. $ (Insert dollar amount) Per hour for field service
2. $ (Insert dollar amount) Per hour for shop service
3. $ (Insert dollar amount) Per hour travel: for trips not to exceed two and one
   half (2.5) hours of travel time or one hundred (100) miles, whichever is less.
   Service Provider must have prior written permission from Manufacturer for
   trips exceeding these limits.
4. $ (Insert dollar amount) Per mile (guidelines same as item 3 above).
Changes to the aforementioned labor and travel rates will be made only with the
consent of both the Manufacturer and the Service Provider.

E. Work Performed by Unauthorized Persons: Manufacturer shall reimburse
Service Provider for work performed by Service Provider or Service Provider’s
authorized Subagent. Manufacturer shall not be liable for the payment of any
amount where unauthorized persons have performed any portion of said work.

F. Methods of Reimbursement: Manufacturer shall credit the account of
Service Provider for the purpose of reimbursing Service Provider for warranty
claims and (where applicable) Equipment Performance Check and/or
Equipment Installation. Manufacturer shall mail to Service Provider a credit
memo advising Service Provider that such credit has been applied.
Manufacturer shall pay to Service Provider the amount up to the total
accumulated amount of such credits upon written request of Service Provider.
However, Manufacturer reserves the right to apply first any debit balance to
those amounts owed to Manufacturer by Service Provider. If a check is
requested, Manufacturer will issue in lieu of credit memos within (insert
number) days.

Article 6: TRAINING

A - Technical Publications
Manufacturer shall provide to Service Provider all manuals, technical bulletins,
and other technical materials necessary, (either in paper and/or electronic
format) and at no charge, necessary to keep Service Provider’s technical library
current and aid in adequate on-the-job training and in supplemental training of
Service Provider.

B – Training Classes
From time to time Manufacturer will offer to Service Provider (not necessarily
exclusively) training classes in the installation, servicing and upkeep of the
Products at regional training facilities (such as Service Provider’s premises), or at
a Manufacturer’s training center.

C – Technical Assistance
Manufacturer shall provide telephone technical support during normal business
hours. Manufacturer is requested to provide to Service Provider the private
phone number of the signer to this agreement and other technical support
personnel of Manufacturer for emergency use.
Article 7 –Service Provider Recognition
A – Training Certificates
Manufacturer shall provide to Service Provider suitable certificates as evidence
of participation in training programs.

B – Affiliation Logos
Manufacturer shall provide suitable wall logos for each of the Products to
indicate Service Providers status as an Authorized Service Provider. Service
Provider acknowledges that Manufacturer is the exclusive owner of the various
trademarks and service marks associated with the Products and Manufacturer’s
business and other product lines which have been, or may be marketed at some
point in the future. Service Provider is granted the non-exclusive privilege of
displaying such trademarks and service marks in connection with the sale or
offering for sale of Manufacturer’s parts and accessories, provided, however, that
Service Provider will not use any such trademarks or service marks either as the
name or as any part of the name under which Service Provider’s business is
conducted, including any domain name or website address, and provided,
further, that Service Provider shall discontinue the display or use of any such
trademarks or service marks or change the manner in which such trademarks or
service marks are displayed or used when requested to do so by Manufacturer.

Upon termination of this Agreement, Service Provider shall immediately
discontinue all such display or use of any trademarks or service marks and,
thereafter, Service Provider shall not, either directly or indirectly, display or use
or cause to be displayed or used such trademarks or service marks of any other
word, name, symbol, figure, letter, form or device which so resembles such
trademarks or service marks as to be likely to cause confusion, mistake or to
deceive the public.

Article 8 – Forms
A – Manufacturer Specific
Manufacturer will furnish to Service Provider, at no charge to Service Provider, a
reasonable quantity of forms, labels and tags obligatory to this agreement such as
performance check forms or other forms developed by Manufacturer to
specifically address Products.

Article 9 – Communication
Article A - Technical Assistance
Manufacturer will provide technical assistance to Service Provider on a call-in or
return call basis twenty-four (24) hours a day.

Article B – Product Feedback
Manufacturer shall inform Service Provider of changes to the Products, service
problems and product tips through issuance of Technical Service Bulletins.


Article A – Product Service Provider will provide an adequate organization to
service directly or indirectly through Sub-Service Providers, all of the Products in
the Service Territory.

Article B – Parts
Service Provider additionally agrees to maintain at least the minimum inventory
of parts recommended by Manufacturer as mandatory. Service Provider shall
also maintain inventory from Manufacturer’s recommended stock list issued
from time to time by Manufacturer that is agreeable to both parties. Service
Provider further agrees to use only Original Equipment Manufacturer (OEM)
authorized parts for all parts sales and repair of the Products. The
recommended/mandatory inventory of parts must correspond with the
Manufacturer’s equipment within Service Provider’s territory.

Article C – Sub-Service Providers
Service Provider agrees to establish a sufficient number of Sub-Service Providers
to promptly and efficiently service Manufacturer’s Products throughout the
Service Territory. Service Provider will furnish to Manufacturer a list of all
current Sub-Service Providers and will regularly update this list and supply
updated list to Manufacturer.

Article D – Return Parts
Service Provider agrees to handle all returned and defective parts and issue
credits to customers and Sub-Service Providers as necessary.

Article E – After-Hours Service
Service Provider agrees to maintain a twenty-four (24) hour a day service
operation. An answering machine or other type of after hour service may be
used for emergency use.

Article F – Emergency Response Time
Service Provider agrees to provide a (number) hour response time for all
emergency calls within a fifty-mile (50) radius of Service Providers recorded
facilities. Emergency is defined as an inoperative critical piece of equipment or a
safety related issue and that the customer will allow Service Provider to service
equipment when Service Provider arrives at the jobsite.
Article G – Service Invoices
Service Provider agrees to use the CFESA warranty format for all warranty,
installation, start-up and performance claims.

Article 2 – Inventory and Auditing Records
Service Provider shall maintain accurate records, which shall be sufficient to
provide complete information regarding inventories and the sale of
Manufacturer’s parts.

Article 3 – Ordering Parts
Article A – Method of Ordering
Service Provider will submit all orders for parts to Manufacturer in writing by
fax, email or mail. Phone orders will only be allowed in emergency situations.

Article B – Part Number and Descriptions
Service Provider will use correct part numbers and descriptions on all parts
orders to Manufacturer whenever possible.

Article C – Payment Terms
Payment terms are “Net Thirty” (30) days from the date of invoice.

Article 4 – Parts Sales to Other Service Providers and Sales Entities
Service Provider agrees to sell replacement parts to any of Manufacturer’s sales
entities, Service Providers or their Sub-Service Providers in emergencies and
upon request of Manufacturer. The suggested discount from Manufacturers List
Price for such sales is:

Equipment Dealers – (insert percentage)
Sub-Service Providers – (insert percentage)
Authorized Service Provider (Emergencies Only) – (insert percentage)

Article 5 – Warranty Service
Manufacturer has reserved the right to offer to its customers a warranty for the
products purchased. Manufacturer shall reimburse Service Provider for the cost
of servicing in-warranty Products in accordance with Addendum 1 herein.
Service Provider shall be notified in writing if an extended warranty is in place
and Manufacturer shall pay Service Provider for this extended warranty.
Manufacturer will pay for warranty work in the same manner as the original
warranty on the Products for covered repairs.

Article A – Documentation
A completed CFESA Service Report is the basis for all warranty invoices. Service
Provider will submit a complete CFESA Service Report for all warranty service
for which the Service Provider is to be reimbursed within (insert number) days
of said service. Incomplete CFESA Service Reports will result in a delay in
payment and possible rejection. If parts are used in the warranty repair being
invoiced the invoice should accompany the parts being returned so that they are
received at approximately the same time.

Article B – Parts Tag
An individual CFESA Return Parts Tag shall be attached to every part that is
returned to manufacturer.

Article C – Return of Failed Parts
All parts utilized in the warranty repair of Products will be returned to
Manufacturer on a monthly basis, unless not requested by the Manufacturer.
These parts are to be packaged to prevent further damage in shipment as they
are all subject to internal testing as part of the warranty approval process. The
package should have “WARRANTY PARTS” clearly marked on it.

Article E – Return Parts Shipping Cost
Service Provider shall prepay shipping charges for all warranty parts returned to
Manufacturer and invoice said shipping cost to Manufacturer on a CFESA
Service Report. Manufacturer shall reimburse Service Provider for said shipping
charges on the warranty credit memo or by check if requested by Service

Article F – Promptness of Warranty Claim
Service Provider shall submit warranty claims to Manufacturer within (insert
number) days after the date of service. Invoices submitted after (insert number)
days may not be honored.

Article G - Validation of Warranty
Customer warranty periods may vary depending upon the type of equipment.
Customer warranty becomes effective on the date of Installation Inspection and
Start Up/Demonstration of the Product by a CFESA Certified Technician. It is
the Manufacturer’s responsibility to relay warranty period to the customer.

Article 7 – Equipment Start-up and Performance Check
Service Provider agrees to provide Equipment Start-up and Performance Check
services for the Products that Manufacturer has determined as requiring such
services. Manufacturer shall reimburse Service Provider in accordance with
Addendum 2 herein.
Service Provider will maintain the capability of temporarily storing a reasonable
quantity of Manufacturers equipment necessary to perform turnkey installations
for up to (insert number) days without charge to Manufacturer. After (insert
number) days, manufacturer may be subject to storage charges.

Article 8 – Repeat Trips
Service Provider will not charge Manufacturer for repeated trips due to Service
Provider’s negligence, lack of knowledge, inability to keep appointments or lack
of proper tools.

Article 9 – Equipment Sales, Sales Leads
Service Provider is requested to refer any sales leads for manufacturer’s
equipment to the Manufacturer’s nearest Sales Representative or direct to
Manufacturer’s Sales Department.

Article 10 – Hold Harmless
Service Provider will indemnify, defend and save harmless the Manufacturer, its
Service Providers, employees, distributors and equipment dealers from any and
all losses, liabilities, claims and causes of action arising out of or resulting from
negligent or defective repairs made by Service Provider. The obligations under
this Article shall survive the termination of this agreement.

Article 11 – Personal Injury Resulting From Use of Products
Service Provider shall notify Manufacturer immediately upon obtaining
information regarding possible personal injury or other claim resulting from the
use of a Product. Additionally, Service Provider shall inform Manufacturer
immediately upon recognizing any operation, misapplication, use or misuse that
present a situation whereby the Product may be involved directly or indirectly in
a personal injury or risk of death situation.

Article 12 – Compliance with Applicable Laws, Regulations and Codes
Service Provider agrees to comply with all federal, state, county and local codes,
restrictions or standards that may be issued from time to time by said regulatory
bodies including but not limited to Occupational Safety and Health Act (OSHA)

Article 13 – Liability Insurance
Service Provider will at all times carry minimum of $ (insert dollar amount)
public liability insurance and agrees to provide Manufacturer with written
evidence such as a certificate of insurance of such coverage; upon acceptance of
this agreement. Service Provider shall also carry workers’ compensation
insurance and automobile liability insurance in amounts at least equal to those
specified by law.

Article 14 – Appearance of Employees
Service Provider, Service Provider’s employees, Sub-Service Providers and all
other persons who may represent Service Provider on behalf of Manufacturer
shall be attired appropriately and maintain a professional appearance including
not only personal appearance but also the appearance of vehicle and other items
that might be deemed to represent Manufacturer and/or Service Provider.

Article 15 – Training
Service Provider shall provide training opportunities to its employees in part by
taking advantage of training opportunities offered by Manufacturer. Service
Provider agrees:

   A. That upon at least (insert number) notice from Manufacturer, to
      participate in service training school presentations conducted within the
      Service Territory.
   B. To participate in factory training schools at Manufacturer’s training school
      when agreeable to both the Service Provider and the Manufacturer.

Article 16 –Service Providers Warranty
Service Provider agrees to warrant all repairs made by Service Provider against
defects in workmanship for a period of at least (insert number of days) days
from the date of service for labor only. In addition, Service Provider must
provide free of charge to the customer, such labor and materials necessary to
correct said defective repair. These costs are not to be billed back to the

Article 17 – Work Outside of the Service Territory
Service Provider will not provide warranty parts or service outside the Service
Territory unless such service is specifically authorized by Manufacturer.

Article 18 – Contact with Manufacturer
Service Provider agrees to contact Manufacturer within the warranty period and
when a technician cannot diagnose a problem with Manufacturer’s equipment.
In addition, Service Provider will inform Manufacturer of any unusual product
situations not normally covered in service reports such as poor ventilation,
unsafe conditions.

Section 3 - General Agreements
Article 1 – Governing Laws
The Parties hereto agree to the exclusive jurisdiction of any state or federal court,
located within the state of (insert state of corporation) and waive any objection
based on inconvenient forum with respect to any action instituted in such a court
and agree that any dispute concerning this Agreement shall be heard only in the
courts described above.

Article 2 – Term of Agreement
Either party may terminate this Agreement by written notice to the other. Except
as hereinafter provided, and subject to any applicable state law, such termination
shall be effective thirty (30) days after receipt by the other party of the written
notice of termination.

Neither Manufacturer nor Service Provider shall by reason of the termination or
non-renewal of this Agreement be liable to the other for compensation,
reimbursement or damages, either on account of present or prospective profits
on sales or anticipated sales, or on account of expenditures, investments or
commitments made in connection therewith or in connection with the
establishment, development or maintenance of the business or goodwill of
Manufacturer or Service Provider or on account of any other cause or thing
whatsoever, provided, however that termination of this Agreement shall in no
way affect Service Provider’s obligation to make payment for parts delivered.

Article 3 – Termination of Agreement
In the event of termination of this Agreement by either party and upon
compliance with the provisions hereinafter set forth, Manufacturer shall have the
option to purchase from Service Provider and Service Provider shall have the
option to sell to Manufacturer all new and unused replacement parts listed and
priced in the then current Manufacturer Price Lists, purchased by Service
Provider from Manufacturer during the (insert number) months immediately
preceding the effective date of such termination. Such purchase will be at
Service Provider’s net cost. Net cost as used herein means purchase price
charged exclusive of finance, transportation, and other extraneous charges.

Within not more than (insert number) days following the date of termination,
Service Provider shall mail or deliver to Manufacturer lists of the replacement
parts, which are eligible to be purchased by Manufacturer under this section.
Within (insert number) days after receipt of such Manufacturer list,
Manufacturer shall indicate in writing to Service Provider, which parts it desires
to purchase pursuant to this Section. Service Provider shall retain possession of
all such items until receipt from Manufacturer of shipping instructions. Within
(insert number) days thereafter, Service Provider shall make delivery of such
items. Transportation charges shall be prepaid, to such destination or
destinations as Manufacturer may direct.

Service Provider shall take such action and shall execute and deliver such
instruments as may be necessary, (a) to convey good marketable title to all such
replacements parts to Manufacturer, (b) to comply with the requirements of all
applicable state laws relating to bulk sales or transfers and (c) to satisfy and
discharge any liens or encumbrances on such replacement parts prior to delivery
thereof to Manufacturer. Manufacturer shall pay Service Provider for the
replacement parts purchased by it under the provisions of this Section within
thirty (30) days following delivery of such items to Manufacturer. Manufacturer
may deduct from the purchase price any indebtedness of Service Provider to

Article 4 – Confidentiality
Each party acknowledges that it may receive confidential or proprietary
information of the other party in connection with the performance of this
Agreement. Such information, whether in written or oral form, may include, but
is not limited to plans, designs, drawings, specifications, technical information,
data, customer lists, supplier lists and other material, which may be designated
as confidential at the time it is distributed or communicated. Each party agrees
to hold the confidential information of the other party in confidence and agrees
not to disclose such information to third parties without the prior written consent
of the owner of such information. Each party agrees that it will not use the
confidential information of the other party for any purpose other than fulfilling
its obligations of performance under this Agreement.

Article 5 - Assignments
This agreement shall inure to the benefit of the parties hereto, their successors
and assigns, provided that this Agreement may not be assigned by Service
Provider without the prior written consent of Manufacturer.

Article 6 - Amendment
No amendment or modifications to this Agreement shall be effective unless it is
in writing and signed by duly authorized representatives of both parties.
Without limiting the foregoing, the terms of this Agreement will control with
respect to any inconsistency with any provision of any invoice or similar
document of Service Provider.
Article 7 – Integration of Contract
This Agreement constitutes the entire agreement of the parties hereto as to the
matters referred to herein and supersedes any prior or contemporaneous oral or
written agreement.

Article 8 - Non-Exclusivity
Nothing in this Agreement shall be deemed to constitute an exclusive
appointment by Manufacturer or Service Provider or to limit the ability of
Manufacturer to enter into such other agreements with other Service Providers as
Manufacturer may in its sole discretion choose.

Article 9 – Independent Contractor
Under this Agreement, Service Provider is an independent contractor (and not an
employee or Service Provider of Manufacturer) and all persons retained by
Service Provider in connection with this Agreement shall be employees of
Service Provider. Service Provider shall comply with all requirements of federal,
state, county and local laws and regulations regarding employees, including
without limitation, workmen's compensation laws. Service Provider will not
represent itself to any person or entity as an employee or Service Provider of

Article 10 – No Implied Waivers
The failure of either party at any time to require performance by the other party
of any provision hereof shall in no way affect the full right to require such
performance at any time thereafter. Nor shall the waiver by either party of a
breach of any provision of this Agreement constitute a waiver of the provision

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first indicated above.

(Name of Service Provider)                      Name of Manufacturer)

By: _______________________              By:____________________________
(Authorized Signature)                         (Authorized Signature)

(Name typed or printed)                        (Name typed or printed)
_________________________________           ____________________________
 (Title)                                       (Title)

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